Noven Pharmaceuticals, Inc. (Form: 8-K)

AMENDMENT NO. 1 (this “Amendment”) dated as of March 18, 2008, to the Rights Agreement dated as of November 6, 2001 (the “Rights Agreement”), between NOVEN PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a corporation organized and existing under the laws of the State of New York, as Rights Agent (the “Rights Agent”).

WHEREAS the Company and the Rights Agent have previously entered into the Rights Agreement specifying the terms of the Rights;

WHEREAS the Company has directed the Rights Agent to enter into this Amendment pursuant to Section 26 of the Rights Agreement; and

WHEREAS capitalized terms used but not defined herein shall have the respecitve meanings assigned to them in the Rights Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Amendment, the Company and the Rights Agent, for themselves, their successors and assigns, agree as follows:

Section 1. Amendment to Rights Agreement. The Rights Agreement is hereby amended as follows:

(a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby amended such that all references to “15%” in that definition shall be deleted and substituted with “20%” in lieu thereof;

(b) Paragraph 3 of the “Summary of Rights to Purchase Series A Junior Participating Preferred Stock” in Exhibit A to the Rights Agreement is hereby amended such that all references to “15%” in that paragraph shall be deleted and substituted with “20%” in lieu thereof; and

(c) Paragraph 4 of the “Summary of Rights to Purchase Series A Junior Participating Preferred Stock” in Exhibit A to the Rights Agreement is hereby amended such that all references to “15%” in that paragraph shall be deleted and substituted with “20%” in lieu thereof.

Section 2. Certification. The officer of the Company executing this Amendment on behalf of the Company hereby certifies on behalf of the Company that this Amendment complies with the terms of Section 26 of the Rights Agreement.

Section 3. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware applicable to contracts to be made and performed entirely within such State, without giving effect to any conflict of laws provision or rule.

Section 4. Execution in Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This Amendment may be executed and delivered by facsimile transmission.

Section 5. Rights Agreement as Amended. Upon the effectiveness of this Amendment, the term “Rights Agreement” as used in the Rights Agreement shall refer to the Rights Agreement as amended hereby.

IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be duly executed as of the day and year first above written.

AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights agent } By } /s/ Herbert J. Lemmer Name: Herbert J. Lemmer Title: Vice President AMERICAN STOCK TRANSFER & TRUST COMPANY


as Rights agent
By
/s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title:		Vice President

NOVEN AMENDS STOCKHOLDER RIGHTS PLAN,
INCREASING TRIGGER PROVISION TO 20%

Miami, FL, March 18, 2008 — Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) today announced that its Board of Directors has approved an amendment to the company’s Stockholders Rights Plan (the “Plan”). The amendment increases the stock ownership threshold that would cause rights issued under the Plan to become exercisable from 15% of shares outstanding to 20% of shares outstanding. No other changes were made to the Plan.

“The amendment provides Noven’s individual stockholders, if they choose, the ability to acquire Noven shares equal to less than 20% of shares outstanding, without meaningfully diminishing the protections that the Plan is intended to afford stockholders as a whole,” said Jeffrey F. Eisenberg, Noven’s Executive Vice President & Interim Chief Executive Officer.

The amendment to the Plan is effective today, March 18, 2008. The Plan was originally adopted in November 2001, and by its terms remains in effect through November 2011. The purpose of the Plan is, among other things, to protect company stockholders in the event of takeover activity that would deny them the full value of their investment.

About Noven
Noven Pharmaceuticals, Inc., headquartered in Miami, Florida, is a specialty pharmaceutical company engaged in the research, development, manufacture, marketing and sale of prescription pharmaceutical products. Noven’s commercialized transdermal products utilize its proprietary DOT Matrix^® drug delivery technology and include Vivelle-Dot^® (estradiol transdermal system), the most prescribed estrogen patch in the U.S., and Daytrana™ (methylphenidate transdermal system), the first and only patch approved for the treatment of ADHD. Oral products currently offered through the Noven marketing and sales infrastructure consist of Pexeva^® (paroxetine mesylate) and Lithobid^® (lithium carbonate). Developmental products in psychiatry consist of Stavzor™ (delayed release valproic acid capsule), Lithium QD (once-daily lithium carbonate), and Stavzor™ ER (extended release valproic acid capsule). The development program in women’s health consists of Mesafem™ (low-dose paroxetine mesylate), a non-hormonal product scheduled to enter Phase 3 clinical trials for vasomotor symptoms (hot flashes). See www.noven.com for additional information.

Safe Harbor Statement under the Private Litigation Reform Act of 1995

Except for historical information contained herein, the matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. Statements that are not historical facts, including statements that are preceded by, followed by, or that include, the words “believes,” “anticipates,” “plans,” “expects” or similar expressions and statements are forward-looking statements. Noven’s estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect Noven’s current perspective on existing trends and information. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the current expectations of Noven and are subject to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond Noven’s control. For additional information regarding these and other risks associated with Noven’s business, readers should refer to Noven’s Annual Report on Form 10-K as well as other reports filed from time to time with the Securities and Exchange Commission. Unless required by law, Noven undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:
Joseph C. Jones
Vice President – Corporate Affairs
(305) 253-1916


Delaware	0-17254	59-2767632
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11960 S.W. 144th Street, Miami, Florida		33186
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Noven Pharmaceuticals, Inc.

March 21, 2008	By:	/s/ Jeff Mihm

		Name: Jeff Mihm
		Title: Vice President, General Counsel and Corporate Secretary


Exhibit No.		Description

4.1		Amendment No. 1 dated as of March 18, 2008, between Noven Pharmaceuticals, Inc. and American Stock Transfer & Trust Company as Rights Agent.
99.1		Press Release of Noven Pharmaceuticals, Inc., dated March 18, 2008.


Date of Report (Date of Earliest Event Reported):		March 18, 2008


Registrant’s telephone number, including area code:		305-253-5099


NOVEN PHARMACEUTICALS, INC.,
by
		/s/ Jeff Mihm

		Name: Jeff Mihm Title: VP and General Counsel